Common use of EXCHANGES OF EXISTING DEBT Clause in Contracts

EXCHANGES OF EXISTING DEBT. On the date hereof, the Company and the Creditor shall exchange a portion of the First Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock on the terms and conditions set forth in this Section 1 (the “Initial Exchange”). After the Initial Exchange, the Creditor shall be entitled to issue one or more Exchange Notices for the exchange of a portion of the First Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock on the terms and conditions set forth in this Section 1 (in each instance, with the Initial Exchange, a “First Tranche Exchange”); provided, however, that Creditor will only exchange in the First Tranche Exchanges such portion of the First Tranche Debt so as to not exceed the limitations set forth in Section 1(e) below. If within sixty (60) days after the Initial Exchange, the Company has obtained shareholder approval to authorize the exchange of all of the Debt for Common Stock on the terms and conditions set forth in this Agreement pursuant to Rule 713(a)(ii) of the NYSE Company Guide (the “Shareholder Approval”), the Creditor and the Company shall each be entitled to issue one or more Exchange Notices for the exchange of the balance of the First Tranche Debt and all of the Second Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock (collectively with the Common Stock issued in exchange for the First Tranche Debt, the “Exchange Shares”) on the terms and conditions set forth in this Section 1 (each a “Second Tranche Exchange” and each of the First Tranche Exchange and the Second Tranche Exchange, an “Exchange”).

EXCHANGES OF EXISTING DEBT. On At any time during the period commencing on the date hereofhereof and ending on February 18, 2017 or earlier upon the Creditor’s written notice to the Company that such end date shall be earlier pursuant to Section 1(h) below (the “First Tranche Pricing Period”), the Company and the Creditor shall exchange a portion all of the First Tranche Debt (reduced only as set forth in Section 1(c) below) into validly issued, fully paid and non-assessable shares of Common Stock and Pre-Funded Warrants (as defined in Section 1(e) below) to the extent that the Creditor’s beneficial ownership of the Common Stock would otherwise exceed the Maximum Percentage (as defined in Section 1(e) below), on the terms and conditions set forth in this Section 1 (the “Initial Exchange”). After At any time during the Initial Exchange, the Creditor shall be entitled to issue one or more Exchange Notices for the exchange of a portion of the First Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock period commencing on the terms and conditions set forth in this Section 1 (in each instance, with the Initial Exchange, a “First Tranche Exchange”); provided, however, that Creditor will only exchange in the First Tranche Exchanges such portion of the First Tranche Debt so as to not exceed the limitations set forth in Section 1(e) below. If within sixty (60) days day after the Initial Exchange, date on which the Company has both (i) obtained shareholder approval to authorize the exchange of all of the Existing Debt for Common Stock on the terms and conditions set forth in this Agreement pursuant to Rule 713(a)(ii) of the NYSE Company Guide (the “Shareholder Approval”), and (ii) filed and had declared effective a registration statement relating to the resale, from time to time, by the Creditor and the Company shall each be entitled to issue one or more Exchange Notices for the exchange of the balance Exchange Shares (as defined below) in accordance with Section 7(c) below (the “Registration Statement”), or, if later, the first Trading Day following the end of the First Tranche Debt Pricing Period, and ending on the date that is seventy-five (75) days after such date or earlier upon the Creditor’s written notice to the Company that such end date shall be earlier pursuant to Section 1(h) below (the “Second Tranche Pricing Period” and each of the First Tranche Pricing Period and the Second Tranche Pricing Period, a “Pricing Period”), subject to Section 1(e) below, the Creditor shall be entitled to exchange some or all of the Second Tranche Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock (collectively with the Common Stock issued in exchange for the First Tranche Debt, the “Exchange Shares”) ), on the terms and conditions set forth in this Section 1 (each a the “Second Tranche Exchange” and each of the First Tranche Initial Exchange and the Second Tranche Exchange, an “Exchange”). Certain capitalized terms used herein are defined in Section 1(h)(i).

EXCHANGES OF EXISTING DEBT. On the date hereof, the Company and the Creditor shall exchange a portion all of the First Tranche Debt (reduced only as set forth in Section 1(c) below) into validly issued, fully paid and non-assessable shares of Common Stock and Pre-Funded Warrants (as defined in Section 1(e) below) to the extent that the Creditor’s beneficial ownership of the Common Stock would otherwise exceed the Maximum Percentage (as defined in Section 1(e) below), on the terms and conditions set forth in this Section 1 (the “Initial Exchange”). After the Initial Exchange, the Creditor shall be entitled to issue one or more Exchange Notices for the exchange of a portion of the First Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock on the terms and conditions set forth in this Section 1 (in each instance, with the Initial Exchange, a “First Tranche Exchange”); provided, however, that Creditor will only exchange in the First Tranche Exchanges such portion of the First Tranche Debt so as to not exceed the limitations set forth in Section 1(e) below. If At any time within sixty (60) thirty days after the Initial Exchange, the Company has obtained shareholder approval to authorize the exchange of all of the Debt for Common Stock on the terms and conditions set forth in this Agreement pursuant to Rule 713(a)(ii) of the NYSE Company Guide (the “Shareholder Approval”), Exchange the Creditor and the Company shall each be entitled to issue one or more an Exchange Notices Notice for the exchange of the balance of the First Tranche Debt and all of the Second Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock (collectively with the Common Stock issued in exchange for the First Tranche Debt, the “Exchange Shares”) and Pre-Funded Warrants to the extent that the Creditor’s beneficial ownership of the Common Stock would otherwise exceed the Maximum Percentage, on the terms and conditions set forth in this Section 1 (each a the “Second Tranche Exchange” and each of the First Tranche Initial Exchange and the Second Tranche Exchange, an “Exchange”). Certain capitalized terms used herein are defined in Section 1(h)(i).